SanDisk Acquisition of msystems Receives U.S. Regulatory Clearance
October 04 2006 - 4:30PM
Business Wire
SanDisk� Corporation (NASDAQ:SNDK) and msystems� Ltd. (NASDAQ:FLSH)
today announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, relating to the
proposed acquisition of msystems by SanDisk, has expired.
Additionally, the SEC has issued a no action letter pursuant to
which SanDisk may issue its common stock in the acquisition, if it
receives the required Israeli court approval, without registration
under the Securities Act of 1933. The proposed acquisition of
msystems by SanDisk was announced on July 30, 2006 by the two
companies and the closing of the transaction remains subject to
conditions, including, among others, msystems shareholder approval,
Israeli court approval, certain other regulatory approvals as well
as customary closing conditions. SanDisk expects the transaction to
close around the end of the calendar year. About SanDisk SanDisk,
the world�s largest supplier of flash memory data storage card
products, designs, manufactures and markets industry-standard,
solid-state data, digital imaging and audio storage products using
its patented, high density flash memory and controller technology.
SanDisk is based in Milpitas, CA. About msystems msystems has been
transforming raw flash into smarter storage solutions since 1989.
From embedded flash drives deployed in millions of mobile handsets
to U3 USB smart drives designed for leading global brands, msystems
creates, develops, manufactures and markets smart personal storage
solutions for a myriad of applications targeting high growth
markets. Forward-Looking Statements Statements contained in this
press release that are not historical facts, including statements
regarding the consummation of the transaction and the timing
thereof, are forward-looking statements as that item is defined in
the federal securities laws. Forward-looking statements are
inherently subject to risks and uncertainties that could cause
actual results to differ materially from these forward-looking
statements. Many of these risks and uncertainties cannot be
predicted with accuracy and some might not even be anticipated.
Some of the factors that could significantly impact the
forward-looking statements in this press release include the
ability to obtain regulatory and other approvals of the transaction
on the proposed terms and schedule; the risk that the various
conditions precedent to the consummation of the acquisition are not
satisfied or waived; and other risks, some of which are discussed
in the companies� reports filed with the Securities and Exchange
Commission under the caption Risk Factors and elsewhere. Any
forward-looking statement is qualified by reference to these risks
and factors. These risks and factors are not exclusive, and the
companies undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that
may arise after the date of this release except as required by law.
Additional information regarding these and other factors is
contained in the companies� SEC filings, including, without
limitation, SanDisk�s Form 10-K for its fiscal year ended January
1, 2006, and its Form 10-Qs, msystems� Form 20-F for the year ended
December 31, 2005 and msystems� Forms 6-K. The companies� filings
are available from the Securities and Exchange Commission or may be
obtained on SanDisk�s website at www.sandisk.com and msystems�
website at www.msystems.com, as applicable. Where You Can Find
Additional Information msystems' security holders are advised to
read the proxy statement regarding the proposed merger, which will
be furnished to the SEC on Form 6-K and mailed to all msystems
security holders, because it will contain important information.
msystems' security holders will be able to obtain a free copy of
the proxy statement (when it is furnished to the SEC and becomes
available) at the SEC's website at http://www.sec.gov. SanDisk� is
a registered trademark of SanDisk Corporation registered in the
United States and other countries. msystems is a trademark of
msystems Ltd. SanDisk(R) Corporation (NASDAQ:SNDK) and msystems(TM)
Ltd. (NASDAQ:FLSH) today announced that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, relating to the proposed acquisition of msystems by
SanDisk, has expired. Additionally, the SEC has issued a no action
letter pursuant to which SanDisk may issue its common stock in the
acquisition, if it receives the required Israeli court approval,
without registration under the Securities Act of 1933. The proposed
acquisition of msystems by SanDisk was announced on July 30, 2006
by the two companies and the closing of the transaction remains
subject to conditions, including, among others, msystems
shareholder approval, Israeli court approval, certain other
regulatory approvals as well as customary closing conditions.
SanDisk expects the transaction to close around the end of the
calendar year. About SanDisk SanDisk, the world's largest supplier
of flash memory data storage card products, designs, manufactures
and markets industry-standard, solid-state data, digital imaging
and audio storage products using its patented, high density flash
memory and controller technology. SanDisk is based in Milpitas, CA.
About msystems msystems has been transforming raw flash into
smarter storage solutions since 1989. From embedded flash drives
deployed in millions of mobile handsets to U3 USB smart drives
designed for leading global brands, msystems creates, develops,
manufactures and markets smart personal storage solutions for a
myriad of applications targeting high growth markets.
Forward-Looking Statements Statements contained in this press
release that are not historical facts, including statements
regarding the consummation of the transaction and the timing
thereof, are forward-looking statements as that item is defined in
the federal securities laws. Forward-looking statements are
inherently subject to risks and uncertainties that could cause
actual results to differ materially from these forward-looking
statements. Many of these risks and uncertainties cannot be
predicted with accuracy and some might not even be anticipated.
Some of the factors that could significantly impact the
forward-looking statements in this press release include the
ability to obtain regulatory and other approvals of the transaction
on the proposed terms and schedule; the risk that the various
conditions precedent to the consummation of the acquisition are not
satisfied or waived; and other risks, some of which are discussed
in the companies' reports filed with the Securities and Exchange
Commission under the caption Risk Factors and elsewhere. Any
forward-looking statement is qualified by reference to these risks
and factors. These risks and factors are not exclusive, and the
companies undertake no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that
may arise after the date of this release except as required by law.
Additional information regarding these and other factors is
contained in the companies' SEC filings, including, without
limitation, SanDisk's Form 10-K for its fiscal year ended January
1, 2006, and its Form 10-Qs, msystems' Form 20-F for the year ended
December 31, 2005 and msystems' Forms 6-K. The companies' filings
are available from the Securities and Exchange Commission or may be
obtained on SanDisk's website at www.sandisk.com and msystems'
website at www.msystems.com, as applicable. Where You Can Find
Additional Information msystems' security holders are advised to
read the proxy statement regarding the proposed merger, which will
be furnished to the SEC on Form 6-K and mailed to all msystems
security holders, because it will contain important information.
msystems' security holders will be able to obtain a free copy of
the proxy statement (when it is furnished to the SEC and becomes
available) at the SEC's website at http://www.sec.gov. SanDisk(R)
is a registered trademark of SanDisk Corporation registered in the
United States and other countries. msystems is a trademark of
msystems Ltd.
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